0000892712-06-000865 Sample Contracts

December 21, 2006
Marshall & Ilsley Corp/Wi/ • December 22nd, 2006 • National commercial banks

The purpose of this letter is to set forth the terms of your supplemental executive retirement benefit (“SERP”). This letter agreement formalizes the specific provisions of the original benefit which was approved by the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Marshall & Ilsley Corporation (“M&I”) at its January 2005 meeting and also incorporates the increased benefit level which was approved by the Committee at its December 21, 2006 meeting, in consideration of the change in your responsibilities.

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • December 22nd, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin

THIS TRANSITION AND CONSULTING AGREEMENT is entered into and made effective this 21st day of December 2006 between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation, (“M&I”) and DENNIS J. KUESTER (“Executive”).

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